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Article 19

IA-BOD-RES 15/2013 Effective from 9/10/2013

Subject to merger provisions stipulated in the Commercial Companies Law, the following provisions shall apply in case of the merger of Insurance Brokers licensed to operate in the UAE:
 

  1. The merger of Insurance Brokers shall be by annexation or combination. The merger decision may only be implemented after obtaining the approval of the IA and the competent authority as stipulated in the Commercial Companies Law according to the form resulted from the merger.
     
  2. If the merger between two or more Insurance Brokers by annexation, an application must be submitted to the IA supported by the following documents:
     
    1. Approved resolution from the boards of directors or management boards of both the merging and the merged Insurance Brokers, confirming their desire to merge.
       
    2. A copy of the merger contract.
       
    3. A statement signed by the internal auditor and external auditor of the Insurance Broker stating the obligations of each Insurance Broker and the right of its Clients.
       
    4. The financial statements of each Insurance Broker duly audited to nearest date to submitting the application.
       
    5. Evaluation of the net assets of the merged Insurance Broker in accordance with the provisions of evaluation of in-kind shares as provided for in the Commercial Companies Law.
       
    6. Undertaking by the merging Insurance Broker to increase its capital once the merger is approved according to the result of the evaluation of the merged Insurance Broker.
       
    7. Undertaking by each party to the merger to commit to all the rights of the clients, beneficiaries and companies as well as the outstanding obligations of the merged Insurance Broker in accordance with the final report.
       
  3. In case the merger between two or more Insurance Brokers by combination, the insurance brokers applying for the merger shall comply with all obligations and procedures set forth in clauses (2) and (7) of this article, provided that each of the merging Insurance Broker shall issue a resolution to dissolve itself. The new Insurance Broker shall be incorporated under the provisions of the Commercial Companies Law. Its capital shall be the net evaluation results of the merging insurance brokers and all obligations and rights as per the final report submitted to the IA immediately before the merger shall be transferred to the new Insurance Broker.
     
  4. Any party with interest may object to the merger process within three months from the date of its publication in the Commercial Register. Such objection shall be submitted to both competent authority and the IA stating the reasons thereof and including all data and rights owed by the Insurance Broker. The merger may only be approved after the objection has ended, whether amicably or by court judgment.
     
  5. The merged and merging Insurance Brokers shall be inspected to verify all data, information, obligations and rights related to any of them, and a report thereon shall be prepared.
     
  6. The complete merger application including all documents and conditions shall be forwarded to the Board to take a decision thereon.
     
  7. The merged Insurance Broker shall comply with the following:
     
    1. Implementation of the merger resolution and the issuance of a resolution to dissolve the Insurance Broker within three months after the date of publication in the Commercial Register, provided that the actual date of Insurance Broker’s dissolution and merger shall be published in two widely distributed daily newspapers, at least one of them in Arabic language.
       
    2. The merged Insurance Broker may not dispose of any of its assets after their evaluation by the committee formed for this purpose. In case of disposal of any assets due to an urgent cause, the Insurance Broker shall notify the IA of such disposal immediately as occurred.
       
    3. To notify the IA of any changes occurring to their financial status, and to submit a statement showing the rights and obligations of companies, clients and beneficiaries towards them, duly audited as of the date of application until the day preceding the actual dissolution of the Insurance Broker and implementation of the merger resolution. Such statement must be signed by the Insurance Broker’s board of directors or management board and its auditor.
       
  8. Both the merged and merging Insurance Brokers shall continue practicing their activities
    normally until the decisions of the IA and the competent authority are issued approving
    the merger.